Governance

Safestay Plc is committed to maintaining high standards of corporate governance throughout the Group and to ensuring that all of its practices are conducted transparently, ethically and efficiently. The Company believes that good governance will result in the continued success of the Company and improve shareholder value. Therefore, the Company has chosen to formalise its governance policies by complying with the UK’s Quoted Companies Alliance Corporate Governance code for Small and Mid-Size Quoted Companies (the “QCA Code”).

Accordingly, the Company has established specific committees and implemented certain policies, to ensure that:

– It is led by an effective board which is collectively responsible for the long-term success of the Company;

– The board and the committees have the appropriate balance of skills, experience, independence, and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively;
– The board established a formal and transparent arrangement for considering how it applies the corporate reporting, risk management, and internal control principles and for maintaining an appropriate relationship with the Company’s auditors; and a second Independent Non-Executive Director.
– There is a dialogue with shareholders based on the mutual understanding of objectives.

We continue to evolve our approach and make ongoing improvements as part of building a successful and sustainable company.

Board Effectiveness & Appointments

Board Effectiveness

The Board is responsible for successful stewardship of the Group, creating long-term value for shareholders, setting strategic objectives, managing the Group’s resources effectively and mitigating risks. The Board comprises six directors, three executive and three non-executive.

– The Group’s Executive Chairman is Larry Lipman who is beneficially interested in 3.63 per cent. of the Enlarged Share Capital of the Group, and therefore is not considered to be independent. The Board believes that Mr Lipman’s position as Executive Chairman and his knowledge of the hostel sector is strategically important to the future development of the Group.
– The Executive members of the Board are the Chief Executive Officer and the Chief Financial Officer.
– The Board’s non-executive members include a Senior Independent Non-Executive Director and a second Independent Non-Executive Director.
– The Company Secretary ensures necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively.

The Board meets at least 6 times each year to review formal matters. In the month where a Board meeting does not take place, papers are circulated and Board members will raise any matters with the Chairman.

The Board has a formal schedule of matters reserved to it and is supported by the Audit and Remuneration Committees. At each Board meeting, the Board receives the latest financial and management information available which generally consists of:

– Management accounts setting out actual performance;
– Management discussion on current status of the existing Hostels and potential sites under review; and
– Working capital cash flow position

The Board reserves to itself a range of key decisions to ensure that it retains proper direction and control of the Company whilst delegating authority to individual directors who are responsible for the day to day management of the business. All directors have access to the advice and services of the Company Secretary and can also seek independent professional advice, if necessary, at the Company’s expense.

Board appointments and re-election of directors

All appointments to the Board are discussed at a full Board meeting and each member is given the opportunity to meet the individual concerned prior to an appointment being made.

Directors retire in accordance with the Company’s Articles of Association which prescribe that “there shall retire any Director who will have been a Director at each of the preceding two annual general meetings, and who was not appointed or re-appointed by the Company in general meeting at, or since, either such meeting. A retiring Director shall be eligible for re-appointment.”

Non-executive directors are initially appointed for a three-year term but their appointment is terminable by either party on three months’ written notice.

Date on which this information was last reviewed: 20 September 2018

Committees

The Remuneration Committee

The Remuneration Committee, which is composed of 2 non-executive directors, meets as required during each financial year. It is responsible for reviewing the performance of the executive directors and setting the scale and structure of their remuneration and the basis of their service agreements with due regard to the interest of shareholders. The Remuneration Committee shall also determine the allocation of share options to employees. It is a rule of the Remuneration Committee that a director shall not participate in discussions or decisions concerning his/her own remuneration.

The Audit Committee

The Audit Committee, which is composed of 2 non-executive directors and the Chief Finance Officer, is chaired by Stephen Moss and meets no less than twice a year. It is responsible for making recommendations to the Board on the appointment of auditors and the audit fee, for reviewing the conduct and control of the annual audit and for reviewing the operation of the internal financial controls.

Shareholder Relations

Shareholder relations

The Board is committed to create long term value and distribute a share of profits to our shareholders.

Safestay encourages two-way communication with its investors, responds promptly to all queries received and ensures that the investors’ views are communicated fully to the Board. Queries raised by shareholders are dealt with either by the CEO or the Company Secretary. The shareholders also have the opportunity to contact our registrar for any question in relation to their holding.

The Board recognises the AGM as an important opportunity to meet shareholders. The Directors are available to listen to shareholders’ views informally immediately following the AGM.

If voting decisions are not in line with the Company’s expectations the Board will engage with those shareholders to understand and address any issues. The Company Secretary is the main point of contact for such matters.

The Company maintains a website (www.safestay.com) where the Group’s statutory accounts as well as any information relevant to shareholders and potential investors will be accessible. There is a section on the website which specifically ensures compliance with the requirements made under the AIM rule 26 and all relevant information can be found there.

Share Dealing Code

The Company has adopted a share dealing code to ensure directors and certain employees do not abuse, and do not place themselves under suspicion of abusing inside information of which they are in possession and to comply with its obligations under the Market Abuse Regulation (“MAR”) which applies to the Company by virtue of its shares being traded on AIM. Furthermore, the Company’s share dealing code is compliant with the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time).

Under the share dealing code, the Company must procure that all persons discharging managerial responsibilities and certain employees are given clearance by the Company before they are allowed to trade in Company securities;

Date on which this information was last reviewed: 20 September 2018

Internal control

The Board of Directors has overall responsibility for the Group’s system of internal control and for reviewing its effectiveness. The purpose of the system of internal control is to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable, but not absolute, assurance against material misstatement or loss.

The Directors have established an organisational structure with clear operating procedures, lines of responsibility and delegated authority. In particular, there are clear procedures for capital investment appraisal and approval and financial reporting within a financial planning and accounting framework. The Board has reviewed the need for an internal audit function and concluded that such a function is not currently appropriate given the size of the Group.

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